Major Payne

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For the webcomic character named Major Payne, see VG Cats.
Major Payne
Major Payne.jpg
Directed by Nick Castle
Produced by Harry Tatelman
Damon Wayans
Written by Damon Wayans
Dean Lorey
Starring Damon Wayans
Karyn Parsons
William Hickey
Michael Ironside
Albert Hall
Orlando Brown
Steven Martini
Music by Craig Safan
Cinematography Richard Bowen
Edited by Patrick Kennedy
Distributed by Universal Pictures
Release dates
  • March 24, 1995 (1995-03-24)
Running time 95 minutes
Country United States
Language English
Box office $30,112,050

Major Payne is a 1995 comedy film, starring Damon Wayans. The film is a loose remake of the 1955 film The Private War of Major Benson, starring Charlton Heston.


United States Marine Corps Major Benson Winifred Payne (Damon Wayans), a hardened Marine and a Vietnam War veteran, returns from a very violent but successful drug raid in South America, only to find out that he has again been denied his long-hoped-for promotion to the grade of Lieutenant Colonel. Instead, Payne receives an honorable discharge on the grounds that "the wars of the world are no longer fought on the battlefield", and that his killing skills are no longer required by the U.S Marine Corps.

After leaving the military, Payne finds his life as a civilian unbearable, and within days he reaches his breaking point. To help adjust, he applies for a job as a police officer. However, during the test to see how applicants handle the domestic violence in family homes disputes, he "neutralizes" the "abusive husband" by knocking him unconscious and almost killing him. Payne is arrested and charged with assault and violence. His former General visits him mid-incarceration and informs Payne that he has managed to get him out of jail and to secure a military job for him.

Payne arrives at Madison Preparatory School in Virginia, and is informed by the principal (William Hickey) that his job is to train the Junior Reserve Officers' Training Corps. These "green boys" (as the principal calls them) are a disorderly group of delinquents and outcasts who have placed last in the Virginia Military Games eight years running. When Payne sees his company, he declares his intention that they will win the Games at all costs, and immediately sets about establishing order and discipline, making no exceptions for various handicaps that the cadets have (deafness, obesity, heart conditions, etc.). During Payne's first day of training the cadet unit, Cadet Wuligar (Chris Owen) sneezes twice during Payne's introduction and is forced to do 25 push-ups as punishment. Cadet Heathcoat (R. Stephen Wiles) teases Wuligar, only to be forced to do 30 sit-ups by Payne, and also punishes Cadet Dwight "D." Williams (Damien Wayans) for calling Payne "brother" and is forced to do 25 squat thrusts. Payne also threatens to harm a deaf Cadet, Fox (Mark Madison) for not responding, and forces Wuligar to do 25 more push-ups for interrupting him. When cadet Alex Stone (Steven Martini), a chief mischief-maker and insubordinate teenager, arrives out of uniform and mocks Payne, he shaves him and the children completely bald. His punishment methods cause him to clash with Emily Walburn (Karyn Parsons), the school's counselor, who also curiously reprimands Payne for shaving the children bald, and for not earning them bathroom privileges (as six-year-old orphan Tiger (Orlando Brown) accidentally urinated himself while standing at attention despite being rigorously told by Payne to contain it). Walburn also tries to make Payne more empathetic, particularly towards Tiger, whose parents have been killed in a car crash when he was only a year old, but without much success, which drives Walburn close to being disgusted and by Payne's methods.

Chafing under Payne's iron hand, the cadets, led by Stone, make a series of attempts to get back at Payne, or force him to leave. First, they try to give him a laxative-filled cupcake, but it doesn't succeed on him because of his strong stomach. Later, the cadets then try to portray that he has been sleeping with a young cadet by having Heathcoat cross-dress and pretend that he slept with him, but Payne finds the pictures on time, and forces the entire unit to run and do cadences while cross-dressing in public, thus hazing them. After Walburn witnesses this, she forcibly gives Payne a book on how to be a role model, believing that this alternative approach would shift him away from negative to positive reinforcement. Meanwhile, Walburn realizes Payne had been reading part of the book, believing he changed. At first, Walburn is relieved, but when Tiger tells Payne that a "bogeyman" is in his room, Payne, after reading part of the "Three Bees" ("bee" sensitive to their needs) takes advantage by initially scaring Tiger when Payne wields a machete in front of him to make Tiger sensitive, in which Walburn's relief turns into further appall, realizing the book did not do any good at all. Even when Walburn tells Payne that Tiger's parents are deceased to make him have sympathy by that force, he refuses to lower is attitude, refuses to end his negative reinforcement and even taunts her, telling her to "pop your titty out his mouth and let the boy grow up." Having reached the limit of her patience, and now completely disgusted by Payne's negative reinforcement, an angered, irritated and nearly hysterical Walburn lashes back at Payne, calling him an "insecure, overbearing, psychopathic, edictorial, ego maniacal, frigid lunatic asshole!" Payne does earn affection from Tiger when he, again, alerts him of the "bogeyman's" presence. Payne saves Tiger from the "bogeyman" in the closet by taking his gun and shooting the closet. He tells Tiger, "If he's still in there, he ain't happy." When Tiger hugs him, Payne, thinking that Tiger might be tricking him, attempts to break his neck, but Walburn rescues Tiger, assuring Payne that Tiger is showing affection. The next day, the unit makes a last ditch attempt by hiring a biker to beat up Payne, but Payne beats up the biker back.

When confronted later during the day, Stone takes credit for hiring the biker to protect the rest of the squad, leading to Payne promoting him to squad leader. Stone refuses and lashes back at Payne. Things then come to a head when Payne offers to leave if they bring him the Military Games trophy. He sends the cadets on an unofficial black op to steal the trophy from rival Wellington Academy, and they enthusiastically attempt to do so. Dotson stays behind and requests to be transferred to another school. Tiger is upset that the older kids don't allow him to participate in the mission, and Payne attempts to help by telling his own version of "The Little Engine That Could". Through the course of the story, he apparently relives flashbacks to his time in the Vietnam War and is stopped by Walburn. She proceeds to ask him to dinner; meanwhile the cadets attempt their mission. However, Payne had placed an anonymous call to Wellington, leading to the boys' being ambushed and severely beaten up by Wellington cadets before they can collect the trophy.

After Payne returns from the date, he is confronted by Stone about the sabotaged trophy mission. However he responds that it was not about fair or unfair, but about achieving the objective. Payne asks Stone if he wants the trophy, and Stone replies that he does. Payne then tells Stone that he will show him how to earn it, and starts training the cadets for the games. Though they are initially still reluctant, Payne earns some grudging respect from the corps after saving Stone from his abusive stepfather (Michael Ironside) by stopping him from striking Stone and sending him away from the school's premises. Subsequently, the cadets throw themselves into Payne's grueling training program.

The day before the Games, the corps has finally come together in good form and is ready for the competition. However, Payne's former General arrives with a request for Payne to return to the Marines so he can assist in black ops missions in Sarajevo, Bosnia and Herzegovina, to put an end to the Bosnian War. His proposed deployment means he will miss the Military Games. This has a demoralizing effect on the cadets, but Stone brings them together to compete anyway. Payne follows his orders and sets off for his new engagement. But as he waits for his train, he has a vision of himself with Walburn and Tiger, barbecuing in the front yard of their dream home (including defeating a Vietcong soldier who ambushes him from behind a tree). His train then arrives and he stands ready to board.

At the Games, the Madison Corps are holding their own until Dotson, now a Wellington cadet, trips Stone during a race, injuring Stone's leg. Stone manages to get to his feet and hobble across the finish line, finishing in second place. This foul play sparks an all-out brawl between the teams that threatens to get them disqualified. Payne arrives at the last minute and sticks up for his team. Because Stone is injured and out of the competition, Payne appoints young Tiger to lead the squad. The group executes an unorthodox but entertaining routine which wins them the trophy, with Tiger at the front. Stone is personally awarded the Individual Cadet Achievement trophy.

Three months later, on the first day of the new school year, Payne has resumed being an instructor to the cadets, rejecting the offer, with Stone as squad leader. He also married Walburn and adopted Tiger. Payne's demeanor has softened quite a bit, declaring himself not only their commanding officer but also their friend. However, when a new blind cadet taunts Payne, Payne orders Tiger to get him his field knife, which he uses to shave the cadet – and his seeing-eye dog – bald, showing that sternness hasn't quite left him. The film fades out to the sound of Payne's laughter.


  • The exterior scenes of the boarding school in Major Payne were filmed at The Miller School of Albemarle.
  • Most of the indoor scenes were filmed in a warehouse owned by 84 Lumber located in Chesterfield County just off of US RT 1 that was turned into a sound stage.
  • The opening scene was filmed just outside of the makeshift soundstage.
  • The fantasy scene at the train station was filmed at the Ashland Train Station, in Ashland, Virginia.
  • Orlando Brown had an on-set teacher/tutor during production. The same teacher/tutor was the on-set teacher for Benji Gregory, who played Brian Tanner in the TV Show ALF.
  • During production, filming had to be stopped throughout the day due to CSX trains passing by the soundstage.
  • The Military Games Scenes were filmed at Berkeley Plantation in Charles City, Virginia.
  • There was an alternate ending for the movie. During the Military Games, Cadet Stone's drunken father gets into a fight with Payne. Somehow, he takes four cadets from another school hostage. Stone and the other cadets (one of whom, played by Ryan Scarbrough, was named Cadet Rachmil after one of the producers) are taken to a small building and forced to shoot at the cadets and onlookers.
  • Dean Lorey (co-author of the screenplay) stated that, to his knowledge, there is no Special Edition in the works.[1]



The film received negative reviews.[2][3][4] Movie review aggregator Rotten Tomatoes has rated the film at 27% based on 11 reviews.[5]

Box Office[edit]

The movie debuted at No. 2 behind Outbreak with $7 million in its opening weekend.[6] Major Payne went on to gross $30.1 million worldwide.


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